exv10w2





Exhibit
10.2



RESTRICTED STOCK UNIT

CONFIRMING MEMORANDUM GRANT

OF RESTRICTED STOCK UNITS




NON-U.S. EMPLOYEES




Private &

Confidential

(Addressee Only)




2006 Stock Incentive Plan: Standard Version

Division: ABC Division

Location: Norwood, MA



We are pleased to advise the Participant that Analog Devices, Inc., a Massachusetts corporation
(the “Company”), has granted to the Participant Restricted Stock Units (“RSUs”) on the terms and
conditions set forth below (the “Award”). This Award reflects the Company’s confidence in the
Participant’s commitment and contributions to the success and continued growth of the Company.




     1. Restricted Stock Unit. This memorandum confirms that, subject to the terms and
conditions of the Analog Devices, Inc. 2006 Stock Incentive Plan (the “Plan”), the Company has
granted to the Participant (the “Participant”), effective on the Date of Grant set forth below,
that number of RSUs set forth below:



	 	 	 
	Date of Grant:

	 	[TO BE INSERTED]
	Number of RSUs:

	 	[TO BE INSERTED]
	Vesting Schedule:
	 	 






	 	 	 
	Vesting Date	 	Number of Vested RSUs
	[TO BE INSERTED]





Each one (1) RSU shall, if and when it vests in accordance with this Award, automatically convert
into one (1) share of common stock, US$0.16 2/3 par value, of the Company (“Common Stock”) issuable
as provided below. The RSUs are subject to the vesting provisions set forth in Section 2, the
restrictions on transfer set forth in Section 3 and the right of the Company to retain Shares (as
defined below) pursuant to Section 7.




     2. Vesting and Conversion.



          (a) Subject to the terms of the Plan and this Award, the RSUs shall vest in accordance with
the schedule set forth in Section 1. For purposes of this Award, RSUs that have not vested as of
any particular time in accordance with this Section 2(a) are referred to as “Unvested RSUs.” The
shares of Common Stock that are issuable upon the vesting and conversion of the RSUs are referred
to in this Award as “Shares.” As soon as administratively practicable after the issuance of any
Shares upon the vesting and conversion of RSUs, and subject to the terms and conditions set forth
herein, the Company shall deliver or cause to be delivered evidence (which may include a book entry
by the Company’s transfer agent) of the Shares so issued in the name of the Participant to the
brokerage firm designated by the Company to maintain the brokerage account established for the
Participant. Notwithstanding the foregoing, the Company shall not be obligated to issue Shares to
or in the name of the Participant upon the vesting and conversion of any RSUs unless the issuance
of such Shares shall comply with all relevant provisions of law and other legal requirements
including, without limitation, any applicable securities laws and the requirements of any stock
exchange upon which shares of Common Stock may then be listed.




          (b) In the event the Participant’s employment with the Company is terminated either by the
Participant or by the Company for any reason or no reason (other than due to death or disability or
as otherwise in the Plan or below), then in each such case, all of the Unvested RSUs as of the date
of termination shall terminate and




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be cancelled immediately and automatically and the Participant shall have no further rights with
respect to such Unvested RSUs. For purposes of the foregoing, the date of termination shall mean
the earliest of (i) the date on which notice of termination is provided by the Company to the
Participant, (ii) the last day of the Participant’s active service with the Company, or (iii) the
last day on which the Participant is an employee of the Company, as determined in each case without
including any required advance notice period and irrespective of the status of the termination
under local labor or employment laws.




          (c) In the event the Participant’s employment with the Company is terminated by reason of the
Participant’s death, all Unvested RSUs shall vest in full as of the date of the Participant’s
death.




          (d) In the event the Participant’s employment terminates by reason of a disability (as
determined by the Company in accordance with local law), the Unvested RSUs as of the date of the
Participant’s disability shall vest in full as of the date of such disability.




          (e) For purposes of this Award, employment with the Company shall include employment with any
direct or indirect parent or subsidiary of the Company, or any successor to the Company or any such
parent or subsidiary of the Company.




     3. Restrictions on Transfer.



          (a) The Participant shall not sell, assign, transfer, pledge or otherwise encumber any RSUs,
either voluntarily or by operation of law, except by will or the laws of descent and distribution.




          (b) The Company shall not be required (i) to transfer on its books any of the RSUs which have
been transferred in violation of any of the provisions set forth herein or (ii) to treat as the
owner of such RSUs any transferee to whom such RSUs have been transferred in violation of any of
the provisions contained herein.




     4. Not a Shareholder. The RSUs represent an unfunded, unsecured promise by the
Company to deliver Shares upon vesting and conversion of the RSUs, and until vesting of the RSUs
and issuance of the Shares, the Participant shall not have any of the rights of a shareholder with
respect to the Shares underlying the RSUs. For the avoidance of doubt, the Participant shall have
no right to receive any dividends and shall have no voting rights with respect to the Shares
underlying the RSUs for which the record date is on or before the date on which the Shares
underlying the RSUs are issued to the Participant.



     5. Provisions of the Plan. The RSUs and Shares, including the grant and issuance
thereof, are subject to the provisions of the Plan. A copy of the Plan prospectus is available on
the Company’s Intranet at www.analog.com/employee (from Signals home page, click Knowledge Centers,
HR, Employee Stock Programs. The related documents can be found in the right-hand column).



     6. Consideration. Any Shares that are issued and any cash payment that is delivered,
in either case upon settlement of the RSUs pursuant to this Award, will be in consideration of the
Participant’s entering into employment with the Company and/or his continued employment with the
Company, which consideration is deemed sufficient.



     7. Withholding Taxes.



     (a) Regardless of any action the Company and the subsidiary that employs the Participant takes
with respect to any or all income tax (including U.S. federal, state and local taxes and/or
non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding
(“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related
Items legally due by the Participant is and remains the Participant’s responsibility, and that the
Company and the subsidiary that employs the Participant (i) make no representations or undertakings
regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs,
including the grant of the RSUs, the vesting of the RSUs, the subsequent sale of any Shares
acquired pursuant to the RSUs and the receipt of any dividends; and (ii) do not commit to structure
the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability
for Tax-Related Items.



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     (b) Prior to the delivery of Shares upon the vesting of the RSUs, if any taxing jurisdiction
requires withholding of Tax-Related Items, the Company may withhold a sufficient number of whole
Shares otherwise issuable upon the vesting of the RSUs that have an aggregate Fair Market Value (as
defined under the Plan) sufficient to pay the minimum Tax-Related Items required to be withheld
with respect to the Shares. The cash equivalent of the Shares withheld will be used to settle the
obligation to withhold the Tax-Related Items (determined by reference to the closing price of the
Common Stock on the New York Stock Exchange on the applicable vesting date). No fractional Shares
will be withheld or issued pursuant to the grant of the RSUs and the issuance of Shares hereunder.
Alternatively, the Company and the subsidiary that employs the Participant may, in its discretion,
withhold any amount necessary to pay the Tax-Related Items from the Participant’s salary or other
amounts payable to the Participant, with no withholding in Shares. In the event the withholding
requirements are not satisfied through the withholding of Shares or through the Participant’s
salary or other amounts payable to the Participant, no Shares will be issued upon vesting of the
RSUs unless and until satisfactory arrangements (as determined by the Compensation Committee of the
Board of Directors) have been made by the Participant with respect to the payment of any
Tax-Related Items which the Company and the subsidiary that employs the Participant determines, in
its sole discretion, must be withheld or collected with respect to such RSUs. By accepting this
grant of RSUs, the Participant expressly consents to the withholding of Shares and/or cash as
provided for hereunder. All other Tax-Related Items related to the RSUs and any Shares delivered
in payment thereof are the Participant’s sole responsibility.



     8. Option of Company to Deliver Cash. Notwithstanding any of the other provisions of
this Award and except where otherwise prohibited under local law or where cash settlement may
present adverse tax consequences to the Participant, at the time the RSUs vest, the Company may
elect, in the sole discretion of the Compensation Committee of the Board of Directors, to deliver
by wire transfer to the Participant in lieu of Shares an equivalent amount of cash (determined by
reference to the closing price of the Common Stock on the New York Stock Exchange on the applicable
vesting date). If the Company elects to deliver cash to the Participant, the Company is authorized
to retain such amount as is sufficient in the opinion of the Company to satisfy the tax withholding
obligations of the Company pursuant to Section 7 herein.



     9. Data Privacy. The Company hereby notifies the Participant of the following in
relation to the Participant’s personal data and the collection, processing and transfer of such
data in relation to the grant of the RSUs and the Participant’s participation in the Plan, pursuant
to applicable personal data protection laws. The collection, processing and transfer of the
Participant’s personal data is necessary for the Company’s administration of the Plan and the
Participant’s participation in the Plan, and the Participant’s denial and/or objection to the
collection, processing and transfer of personal data may affect the Participant’s ability to
participate in the Plan. As such, the Participant voluntarily acknowledges, consents and agrees
(where required under applicable law) to the collection, use, processing and transfer of personal
data as described herein.



     The Company holds certain personal information about the Participant, including the
Participant’s name, home address and telephone number, date of birth, social security number or
other employee identification number, salary, nationality, job title, any Shares or directorships
held in the Company, details of all RSUs or any other entitlement to Shares awarded, canceled,
purchased, vested, unvested or outstanding in the Participant’s favor, for the purpose of managing
and administering the Plan (“Data”). The Data may be provided by the Participant or collected,
where lawful, from third parties, and the Company will process the Data for the exclusive purpose
of implementing, administering and managing the Participant’s participation in the Plan. The data
processing will take place through electronic and non-electronic means according to logistics and
procedures strictly correlated to the purposes for which the Data is collected and with
confidentiality and security provisions as set forth by applicable laws and regulations in the
Participant’s country of residence. Data processing operations will be performed minimizing the
use of personal and identification data when such operations are unnecessary for the processing
purposes sought. The Data will be accessible within the Company’s organization only by those
persons requiring access for purposes of the implementation, administration and operation of the
Plan and for the Participant’s participation in the Plan.



     The Company will transfer Data as necessary for the purpose of implementation, administration
and management of the Participant’s participation in the Plan, and the Company may further transfer
Data to any third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic Area, the United
States or elsewhere throughout the world. The



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Participant hereby authorizes (where required under applicable law) the recipients to receive,
possess, use, retain and transfer the Data, in electronic or other form, for purposes of
implementing, administering and managing the Participant’s participation in the Plan, including any
requisite transfer of such Data as may be required for the administration of the Plan and/or the
subsequent holding of Shares on the Participant’s behalf to a broker or other third party with whom
the Participant may elect to deposit any Shares acquired pursuant to the Plan.




     The Participant may, at any time, exercise the Participant’s rights provided under applicable
personal data protection laws, which may include the right to (a) obtain confirmation as to the
existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the
integration, update, amendment, deletion, or blockage (for breach of applicable laws) of the Data,
and (d) to oppose, for legal reasons, the collection, processing or transfer of the Data which is
not necessary or required for the implementation, administration and/or operation of the Plan and
the Participant’s participation in the Plan. The Participant may seek to exercise these rights by
contacting the Participant’s local HR manager.



     10. Repatriation; Compliance with Laws. The Participant agrees, as a condition of the
grant of the RSUs, to repatriate all payments attributable to the Shares and/or cash acquired under
the Plan (including, but not limited to, dividends and any proceeds derived from the sale of the
Shares acquired pursuant to the RSUs) in accordance with all foreign exchange rules and regulations
applicable to the Participant. In addition, the Participant also agrees to take any and all
actions, and consent to any and all actions taken by the Company and its subsidiaries, as may be
required to allow the Company and its subsidiaries to comply with all laws, rules and regulations
applicable to the Participant. Finally, the Participant agrees to take any and all actions as may
be required to comply with the Participant’s personal legal and tax obligations under all laws,
rules and regulations applicable to the Participant .



     11. Miscellaneous.



          (a) No Rights to Employment. The grant of the RSUs shall not confer upon the
Participant any right to continue in the employ of the Company nor limit in any way the
right of the Company to terminate the Participant’s employment at any time. The vesting
of the RSUs pursuant to Section 2 hereof is earned only by satisfaction of the performance
conditions, if any, and continuing service as an employee at the will of the Company (not
through the act of being hired or engaged or being granted the RSUs hereunder).




          (b) Discretionary Nature. The Participant acknowledges and agrees that the
Plan is discretionary in nature and may be amended, cancelled, or terminated by the
Company, in its sole discretion, at any time. The grant of the RSUs under the Plan is a
one-time benefit and does not create any contractual or other right to receive a grant of
RSUs or any other award under the Plan or other benefits in lieu thereof in the future.
Future grants, if any, will be at the sole discretion of the Company, including, but not
limited to, the form and timing of any grant, the number of Shares subject to the grant,
and the vesting provisions. Any amendment, modification or termination of the Plan shall
not constitute a change or impairment of the terms and conditions of the Participant’s
employment with the Company.




          (c) Exclusion from Termination Indemnities and Other Benefits. The
Participant’s participation in the Plan is voluntary. The value of the RSUs and any other
awards granted under the Plan is an extraordinary item of compensation outside the scope of
the Participant’s employment with the Company (and the Participant’s employment contract,
if any). Any grant under the Plan, including the grant of the RSUs, is not part of normal
or expected compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension, or retirement
benefits or similar payments.




          (d) Severability. The invalidity or unenforceability of any provision
of this Award shall not affect the validity or enforceability of any other
provision of this Award, and each other provision of this Award shall be severable and
enforceable to the extent permitted by law.




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          (e) Waiver. Any provision for the benefit of the Company contained in this
Award may be waived, either generally or in any particular instance, by the Compensation
Committee of the Board of Directors of the Company.




          (f) Binding Effect. This Award shall be binding upon and inure to the benefit
of the Company and the Participant and their respective heirs, executors, administrators,
legal representatives, successors and assigns, subject to the restrictions on transfer set
forth in Section 3 of this Award.




          (g) Notice. Each notice relating to this Award shall be in writing (which
shall include electronic form) and delivered in person, electronically or by first class
mail, postage prepaid, to the address as hereinafter provided. Each notice shall be deemed
to have been given on the date it is received. Each notice to the Company shall be
addressed to it at its offices at Analog Devices, Inc., One Technology Way, Norwood,
Massachusetts, 02062, Attention: Chief Financial Officer. Each notice to the Participant
shall be addressed to the Participant at the Participant’s last known mailing or email
address, as applicable, on the records of the Company.




          (h) Pronouns. Whenever the context may require, any pronouns used in this
Award shall include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural, and vice versa.




          (i) Entire Agreement. This Award and the Plan constitute the entire
understanding between the parties, and supersede all prior agreements and understandings,
relating to the subject matter of these documents.




          (j) Governing Law. This Award shall be construed, interpreted and enforced in
accordance with the internal laws of the Commonwealth of Massachusetts without regard to
any applicable conflicts of laws.




          (k) Interpretation. The interpretation and construction of any terms or
conditions of this Award or the Plan, or other matters related to the Plan, by the
Compensation Committee of the Board of Directors of the Company shall be final and
conclusive.




          (l) Participant’s Acceptance. The Participant is urged to read this Award
carefully and to consult with his or her own legal counsel regarding the terms and
consequences of this Award and the legal and binding effect of this Award. By virtue of his
or her acceptance of this Award, the Participant is deemed to have accepted and agreed to
all of the terms and conditions of this Award and the provisions of the Plan.




          (m) Electronic Delivery. The Company may, in its sole discretion, decide to
deliver any documents related to the RSUs or other awards granted to the Participant under
the Plan by electronic means. The Participant hereby consent to receive such documents by
electronic delivery and agrees to participate in the Plan through an on-line or electronic
system established and maintained by the Company or a third party designated by the
Company.




          (n) English Language. The Participant acknowledges and agrees that it is the
Participant’s express intent that this Confirming Memorandum, the Plan and all other
documents, notices and legal proceedings entered into, given or instituted pursuant to the
RSUs, be drawn up in English. If the Participant has received this Confirming Memorandum,
the Plan or any other documents related to the RSUs translated into a language other than
English, and if the meaning of the translated version is different than the English
version, the English version shall control.




          (o) Addendum. Notwithstanding any provisions herein to the contrary, the RSUs
shall be subject to any special terms and conditions for the Participant’s country of
residence (and country of employment, if different), as may be set forth in an addendum to
this Confirming Memorandum (the




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“Addendum”). Further, if the Participant transfers the Participant’s residence and/or
employment to another country reflected in an Addendum, the special terms and conditions
for such country will apply to the Participant to the extent the Company determines, in its
sole discretion, that the application of such terms and conditions is necessary or
advisable in order to comply with local law or to facilitate the administration of the
Plan. Any Addendum shall constitute part of this Confirming Memorandum.




          (p) Additional Requirements. The Company reserves the right to impose other
requirements on the RSUs, any Shares acquired pursuant to the RSUs, and the Participant’s
participation in the Plan, to the extent the Company determines, in its sole discretion,
that such other requirements are necessary or advisable in order to comply with local law
or to facilitate the administration of the Plan. Such requirements may include (but are
not limited to) requiring the Participant to sign any agreements or undertakings that may
be necessary to accomplish the foregoing.




          (q) Private Placement. The Company has submitted regulatory filings in the
United States in connection with the stock incentive plan under which this Award was made..
The Company has not submitted any registration statement, prospectus or other filings with
the local securities authorities (unless otherwise required under local law), and the grant
of the Award is not intended to be a public offering of securities in any other
jurisdiction or subject to the supervision of other local securities authorities.




          (r) Changes in Capitalization. In the event of any stock split, reverse stock
split, stock dividend, recapitalization, combination of shares, reclassification of shares,
spin-off or other similar change in capitalization or event, or any non-cash distribution
to holders of Common Stock, the number of RSUs, and Shares issuable upon vesting and
conversion thereof shall be appropriately adjusted in such manner as shall be determined by
the Compensation Committee of the Board of Directors of the Company.




          (s) Amendment. This Award may be amended or modified only by a written
instrument executed by both the Company and the Participant.




* * * * *




	 	 	 
	Ray Stata

	 	Jerald G. Fishman
	Chairman of the Board

	 	President & Chief Executive Officer







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